Edwards Lifesciences Recommends Stockholders Reject "Mini-Tender Offer" By TRC Capital Corporation
IRVINE, Calif., June 3, 2019 -- Edwards Lifesciences Corporation (NYSE: EW), the global leader in patient-focused innovations for structural heart disease and critical care monitoring, today announced that it has received notice of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 1,000,000 shares, or approximately 0.48 percent of the company's outstanding shares of common stock as of the date of the offer. Edwards does not endorse this unsolicited offer and recommends that the company's stockholders reject the offer, either by doing nothing in response or by withdrawing their shares from the offer, if they have responded.
Edwards is not affiliated or associated in any way with TRC Capital, its mini-tender offer or the offer documentation. The Securities and Exchange Commission (SEC) has cautioned investors about these offers.
TRC Capital's offer price is fixed at $162.38, which is lower than the current price of Edwards' shares as of today's close. Accordingly, Edwards urges stockholders to obtain current market quotations for their shares, review the conditions to the offer or consult with their broker or financial adviser before any decision regarding the offer is considered by our stockholders.
Any stockholders who have responded to the offer and already tendered shares to TRC Capital should consider withdrawing their shares in the manner described in the TRC Capital offering documents. Shares must be withdrawn prior to expiration of the offer at 12:01 a.m. Eastern time on June 25, 2019.
TRC has made many similar mini-tender offers for shares of other companies. The SEC's caution on these offers states that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price" and that many investors who hear about mini-tender offers "surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers." Mini-tender offers also do not provide investors with the same level of protections as provided by larger tender offers under the United States securities laws. The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Edwards encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Edwards requests that a copy of this press release be included with all distributions of materials relating to TRC's offer.
About Edwards Lifesciences
Edwards Lifesciences, based in Irvine, Calif., is the global leader in patient-focused medical innovations for structural heart disease, as well as critical care and surgical monitoring. Driven by a passion to help patients, the company collaborates with the world's leading clinicians and researchers to address unmet healthcare needs, working to improve patient outcomes and enhance lives. For more information, visit www.edwards.com and follow us on Twitter @EdwardsLifesci.
Edwards, Edwards Lifesciences and the stylized E logo are trademarks of Edwards Lifesciences Corporation. All other trademarks are the property of their respective owners. This statement is made on behalf of Edwards Lifesciences Corporation and/or its subsidiaries.# # #